<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Ingles Markets, Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[LOGO]
INGLES MARKETS, INCORPORATED
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 21, 1995
To the Stockholders of Ingles Markets, Incorporated:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Ingles Markets, Incorporated (the "Company") will be held at the Grove Park
Inn, 290 Macon Avenue, Asheville, North Carolina 28804, on Tuesday, February
21, 1995, at 1:00 P.M. local time, for the following purposes:
(1) To elect eight (8) Directors for the ensuing year; and
(2) To transact such other business as may properly come before
the meeting.
Holders of the shares of the Company's Class A Common Stock and Class
B Common Stock of record at the close of business on January 2, 1995 will be
entitled to notice of and to vote at the meeting.
Whether or not you expect to be present in person at the meeting,
please sign and date the accompanying proxy and return it promptly in the
enclosed postage paid reply envelope. This will assist us in preparing for the
meeting.
By Order of the Board of Directors
/s/ Robert P. Ingle
----------------------------------
Robert P. Ingle
Chairman of the Board
January 16, 1995
Asheville, North Carolina
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE MAY BE
RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY.
<PAGE> 3
INGLES MARKETS, INCORPORATED
P. O. BOX 6676
HIGHWAY 70
ASHEVILLE, NORTH CAROLINA 28816
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Ingles Markets, Incorporated
(the "Company") to be voted at the Annual Meeting of the Stockholders of the
Company to be held on February 21, 1995, and any adjournment or adjournments
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. The Annual Meeting of Stockholders will be held at
the Grove Park Inn, 290 Macon Avenue, Asheville, North Carolina 28804, on
Tuesday, February 21, 1995, at 1:00 p.m., local time. This proxy statement and
accompanying form of proxy were first sent or given to Stockholders on or about
January 16, 1995. The Company's Annual Report for the year ended September 24,
1994, is being sent, concurrently herewith, to each Stockholder of record. The
Company's principal executive offices are located at Highway 70, Asheville
(Black Mountain), North Carolina 28816.
Solicitation of Proxies
Proxies will be solicited by mail. Proxies may also be solicited by
officers and regular employees of the Company personally or by telephone or
telegraph, but such persons will not be specifically compensated for such
services. Banks, brokers, nominees and other custodians and fiduciaries will
be reimbursed for their reasonable and customary expenses in forwarding
soliciting material to their principals, the beneficial owners of Common Stock
of the Company. The expense of preparing, assembling, printing, mailing and
soliciting proxies will be borne by the Company.
Action to be Taken Under the Proxies
When a proxy in the enclosed form is properly executed and timely
returned, the shares represented thereby will be voted at the meeting in the
manner specified thereon. If the proxy is properly completed and returned but
no choice is specified thereon, it will be voted "FOR" the election of the
nominees for Directors set forth on pages 4 and 5 under the heading "Election
of Directors".
Any Stockholder who properly executes and delivers a proxy may revoke
it at any time prior to it being exercised. Any proxy given pursuant to this
solicitation may be revoked by any Stockholder who attends the meeting and
gives oral notice of his or her election to vote in person, without compliance
with any other formalities. In addition, any proxy given pursuant to this
solicitation may be revoked prior to the meeting by delivering an instrument
revoking it or a duly executed proxy bearing a later date to the Secretary of
the Company.
The Company's management knows of no matter to be brought before the
meeting other than those mentioned herein. If, however, any other matters
properly come before the meeting, it is intended that the proxies will be voted
in accordance with the judgment of the person or persons voting such proxies.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Rights
The Company's Class A Common Stock, $.05 par value per share, and
Class B Common Stock, $.05 par value per share, are entitled to vote at the
meeting. The Board of Directors, pursuant to the By-laws of the Company, has
fixed January 2, 1995, at the close of business, as the record date for the
determination of Stockholders entitled to notice of and to vote at the meeting
or at any adjournment or adjournments thereof. At January 2, 1995, there were
4,424,992 shares of Class A Common Stock and 13,479,158 shares of Class B
Common Stock outstanding and entitled to be voted at the meeting.
<PAGE> 4
With respect to the election of eight (8) Directors at the meeting,
holders of Class A Common Stock voting as a class shall elect two (2) Directors
and holders of Class B Common Stock voting as a class shall elect the remaining
six (6) Directors. Unless cumulative voting for Directors applies, as
described below, each holder of Class A Common Stock and each holder of Class B
Common Stock shall have one (1) vote for each share held as of the record date.
The North Carolina Business Corporation Act provides that, in connection with
the election of Directors at a meeting at which a quorum is present, the
persons receiving a plurality of the votes cast by the shares entitled to vote
in the election will be elected as Directors. For such purposes only votes for
and votes withheld will be counted. For purposes of any such vote, there are
no abstentions or broker nonvotes. For purposes of this Proxy Statement,
"broker nonvotes" are votes with respect to which nominees holding shares for
beneficial owners have received a proxy and are deemed to be present for
purposes of determining if a quorum exists but have received no instructions
from the beneficial owner with respect to certain specific matters to be voted
upon and, accordingly, may not exercise discretionary voting power with respect
to such matters.
The North Carolina Business Corporation Act was amended to provide
that, unless the corporation is a public corporation as of the date the share
records are closed for purposes of setting a record date, every Stockholder of
a corporation (such as the Company) that was incorporated between July 1, 1957
and July 1, 1990, who is entitled to vote at an election of Directors shall
have the right to vote, in person or by proxy, the number of shares standing of
record in the name of the shareholder for as many persons as there are
Directors to be elected and for whose election the shareholder has a right to
vote, or to cumulate votes by giving one (1) candidate as many votes as the
number of such Directors multiplied by the number of the shareholder's shares,
or by distributing such votes on the same principle among any number of such
candidates. This right of cumulative voting shall not be exercised unless some
stockholder or proxy holder announces in open meeting, before the voting for
Directors starts, an intention to vote cumulatively. Further, in the event of
cumulative voting, discretionary authority is hereby solicited so that, except
as limited in any proxy, the proxy holders named in the proxy shall have full
authority to vote for the largest number of nominees that can be elected by
cumulative voting of the shares to which the proxy relates or for such lesser
number as instructed by the Board of Directors and shall have full authority to
distribute their votes among nominees for whom the authority to vote has not
been withheld in the proxy in any manner as instructed by the Board of
Directors. However, as of January 2, 1995, the record date for the Annual
Meeting, the Company is a public corporation for such purposes. Therefore,
cumulative voting would not be available.
With respect to all other matters to be voted upon, unless otherwise
provided in the Company's Articles of Incorporation or the North Carolina
Business Corporation Act, the holders of Class A Common Stock and Class B
Common Stock shall vote as a single class, with each holder of Class A Common
Stock being entitled to one (1) vote for each share of Class A Common Stock
held as of the record date and each holder of Class B Common Stock being
entitled to ten (10) votes for each share of Class B Common Stock held as of
the record date. For purposes of any such vote, if a quorum is present a
proposal will pass if the votes cast favoring the action exceed the votes cast
opposing the action. Accordingly, abstentions and broker nonvotes will have
no effect on the vote. At this time, the Company does not know of any other
matters to be presented for action at the meeting.
A majority of the outstanding shares of each class of Common Stock
represented at the meeting, in person or by proxy, will constitute a quorum for
purposes of voting on the election of Directors. The representation at the
meeting, in person or by proxy, of shares having a majority of the aggregate
votes of both classes of Common Stock will constitute a quorum for voting on
any other matters that may be presented to the meeting.
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth, as of December 30, 1994, certain
information with respect to the Company's Class A Common Stock and Class B
Common Stock owned beneficially by each Director, by each Nominee for election
as a Director, by each of the Executive Officers of the Company named in the
Summary Compensation Table on page 10, by all Directors and Executive Officers
as a group and by each person known by the Company to be a beneficial owner of
more than five percent (5%) of either class of the outstanding Common Stock of
the Company. Except as otherwise indicated, each beneficial owner has sole
voting and investment power:
2
<PAGE> 5
<TABLE>
<CAPTION>
NUMBER OF SHARES OWNED BENEFICIALLY PERCENTAGE OF COMMON STOCK (1)
----------------------------------- ------------------------------
NAME CLASS A (2) CLASS B (2) CLASS A (2) CLASS B (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert P. Ingle (3) None 10,250,250 (4)(5) 69.8% (2) 76.0%
Ingles Markets, Incorporated Investment/
Profit Sharing Plan and Trust (3) None 2,252,700 33.7% (2) 16.7%
Cincinnati Financial Corporation (6) 594,594 None 13.4% -
Merchant Distributors, Inc. (7) 269,900 150,150 9.2% (2) 1.1%
Joseph G. Ashley (3) 1,315 None * -
Anthony S. Federico (3) None 138,075 3.0% (2) 1.0%
Jack R. Ferguson (3) 300 None (4) * -
Vaughn C. Fisher (3) None 23,000 (4) * (2) *
Ralph H. Gardner (3) 15,800 (8) 750 * (2) *
Landy B. Laney (3) None 34,163 * (2) *
John O. Pollard 100 None * -
J. Alton Wingate 1,100 150 * (2) *
All Directors and Executive Officers as 28,960 (8) 10,446,538 (4)(5) 70.4% (2) 77.5%
a group (13 persons)
</TABLE>
_________________________
*Less than 1%.
(1) The percentage of stock ownership does not reflect any dilution that may
be attributable to the conversion of the Company's outstanding $37,459,000
principal amount of Convertible Subordinated Debentures due October 15, 2008.
The conversion price is $11.10 per share.
(2) Each share of Class B Common Stock is convertible, at any time, at the
option of the holder, into one share of Class A Common Stock. Upon any
transfer of Class B Common Stock (other than to immediate family members and
the Company's Investment/Profit Sharing Plan and Trust), each share of Class B
Common Stock is automatically converted into a share of Class A Common Stock.
Accordingly, the percentages of Class A Common Stock set forth in the table
above for each holder of Class B Common Stock reflects the Class A Common Stock
into which such stockholder's shares of Class B Common Stock are convertible.
However, such converted shares are not taken into consideration in calculating
such percentages for any other stockholder, except for the shares of Class A
Common Stock held by all Directors and Executive Officers as a group.
(3) The address of this beneficial owner is P.O. Box 6676, Highway 70,
Asheville, North Carolina 28816.
(4) Does not include 2,252,700 shares held by the Company's Investment/Profit
Sharing Plan and Trust, of which Messrs. Ingle, Ferguson and Fisher are
trustees, and with respect to which they have the sole right to vote such
shares.
(5) Includes 48,600 shares of Class B Common Stock held by Mr. Ingle's wife.
(6) The address of this beneficial owner is 6200 South Gilmore Road,
Fairfield, Ohio 45014-5141.
(7) The address of this beneficial owner is 120 4th Street, S. W., Hickory,
North Carolina 28601.
(8) Includes 300 shares of Class A Common Stock held by the estate of Mr.
Gardner's wife.
3
<PAGE> 6
ELECTION OF DIRECTORS
The entire Board of Directors of the Company will be elected for a
term of one (1) year and until their successors are elected and qualified. The
Company's By-laws provide that there shall be not less than five (5), nor more
than eleven (11), Directors. The Board of Directors has determined that the
number of Directors be fixed at eight (8) members for the ensuing year. Two
(2) of the Directors will be elected by a vote of the holders of the Class A
Common Stock and the remaining six (6) Directors will be elected by a vote of
the holders of the Class B Common Stock. It is the intention of the persons
named in the accompanying proxy form to vote for the election of the nominees
identified below. If for any reason any such nominee is not a candidate when
the election occurs, which event is not anticipated, it is the intention of the
persons named in the accompanying proxy form to vote for the remaining nominees
named and to vote in accordance with their best judgment if any substitute
nominees are named for any nominees who are unable to serve or who for good
cause will not serve. All of the nominees are currently Directors.
Identification of Directors and Executive Officers
The following information relating to age, positions with the Company
and principal employment has been furnished by the respective Directors and
Executive Officers. Except as otherwise indicated, each Director and Executive
Officer has been or was engaged in his or her present or last principal
employment, in the same or a similar position, for more than five (5) years.
None of the Directors or Executive Officers, other than Messrs. Ingle and
Wingate, is a director of any other publicly-owned company.
<TABLE>
<CAPTION>
INFORMATION ABOUT DIRECTORS
NAME OR EXECUTIVE OFFICERS
- ------------------------ ----------------------------------------------------------------------------------------------------------
<S> <C>
Robert P. Ingle Chairman of the Board of Directors and Chief Executive Officer since the incorporation of the Company in
1965, Mr. Ingle was President of the Company until 1982. Mr. Ingle also serves on the Asheville Board of
Directors Advisory Board of the First Union National Bank of North Carolina, Asheville. Mr. Ingle is 61.
Landy B. Laney A Director since 1972, Mr. Laney has also served as an Executive Officer of the Company since that time.
He has been President and Chief Operating Officer of the Company since 1982. Mr. Laney is 63.
Joseph G. Ashley Mr. Ashley has served as Vice President-Meats since he joined the Company in May 1991. Prior to joining
the Company, Mr. Ashley served as a regional supervisor of meat operations for Food Lion, Inc., a regional
supermarket chain, since 1973. Mr. Ashley is 47.
Anthony S. Federico Mr. Federico has served as a director since May 1991 and as Vice President, Non-Foods since October 1992.
Prior to joining the Company in October 1992, he served as President of Ultimate Food Sales, Inc., a food
brokerage company based in Asheville, North Carolina, which he founded in 1985. Mr. Federico is 35.
Jack R. Ferguson Mr. Ferguson has served as a Director and as the Vice President-Finance and Chief Financial Officer of the
Company since 1988. Prior to joining the Company in 1987, Mr. Ferguson served as Treasurer of BI-LO,
Inc., a regional supermarket chain, where he was employed since 1971. Mr. Ferguson is 54.
Vaughn C. Fisher A Director since 1985, he joined the Company in 1972 and presently serves as the Company's Vice
President-Sales Manager. Mr. Fisher is 57.
</TABLE>
4
<PAGE> 7
<TABLE>
<S> <C>
Ralph H. Gardner A Director since 1985, he is President of Milkco, Inc., the Company's subsidiary which conducts its milk
processing and packaging operations. Mr. Gardner worked for Kraft, Inc. as Area Sales Manager for 34
years prior to joining the Company as an officer in 1982. He is 74.
Phillip D. Grasso Mr. Grasso has served as Vice President-Deli since he joined the Company in March 1994. Prior to joining
the Company, Mr. Grasso served as Deli/Bakery Director for Safeway Stores, Inc. in Dallas, Texas, Southern
California and Washington, D.C., from 1984 to 1994 and as Merchandising Manager of Specialty Departments
for Grand Union Stores, Washington, D.C., from 1971 to 1984. Mr. Grasso is 44.
Gordon S. Myers He has served as Vice President-Real Estate since he joined the Company in March 1993. Prior to joining
the Company, Mr. Myers served as President of Commercial Developers, Inc., a real estate company which he
owns. Prior to his employment, Mr. Myers served the Company as a consultant in matters relating to real
estate. He is 50.
John O. Pollard A Director since 1987, he is a partner in the Charlotte, North Carolina law firm of Blakeney & Alexander,
with which he has been affiliated since 1973. Mr. Pollard is 57.
Leonard E. Tasler He has served as Vice President - Produce since he joined the Company in March 1993. Prior to joining the
Company, Mr. Tasler served as Senior Produce Buyer for Safeway Stores, Inc., Omaha, Phoenix, and Denver
division, a national supermarket chain, from 1973 through 1993. He is 40.
Brenda S. Tudor A certified public accountant, she joined the Company in 1984 and served as general accounting manager
until 1988 when she became Controller and Secretary of the Company. Ms. Tudor previously had been
employed as an accountant with the Asheville, North Carolina office of Strand, Skees, Jones & Company,
certified public accountants, for three years. Ms. Tudor is 37.
J. Alton Wingate A Director since 1987, he is Chairman and Chief Executive Officer of Community Bank & Trust, Cornelia,
Georgia, where he has been employed as an executive officer since 1977. Mr. Wingate also serves as
president, chief executive officer and a director of Financial Supermarkets, Inc. and Community
Bankshares, Inc. Mr. Wingate also serves as a director of Community Bank & Trust, Commerce, Georgia,
and Cherokee National Life Insurance Company. Mr. Wingate is 55.
</TABLE>
Messrs. Pollard and Wingate have been nominated by the Board of
Directors for election by the holders of the Class A Common Stock. Messrs.
Ingle, Laney, Federico, Ferguson, Fisher and Gardner have been nominated by the
Board of Directors for election by the holders of the Class B Common Stock.
Directors serve until the next annual meeting or until their
successors are elected and qualified.
Anthony S. Federico is the son-in-law of Robert P. Ingle. There are
no other family relationships among any of the Directors or Executive Officers
of the Company.
Meetings and Committees of the Board of Directors
The Board of Directors held four (4) formal meetings during the 1994
fiscal year. Each incumbent Director attended at least 75% of all meetings of
the Board of Directors and of the committees of the Board of Directors
described below during the period in the 1994 fiscal year in which he served as
a Director.
5
<PAGE> 8
The Board of Directors has an Executive Committee, consisting of
Messrs. Ingle, Laney and Fisher. The Executive Committee will carry out the
functions of the full Board of Directors between meetings of the full Board,
excepting powers which may not be delegated to such Committee under the North
Carolina Business Corporation Act. During the 1994 fiscal year, the Executive
Committee met frequently on an informal basis but did not hold any formal
meetings.
The Audit/Compensation Committee of the Board of Directors consists of
Messrs. Ingle, Pollard and Wingate. The Audit/Compensation Committee held one
(1) formal meeting during the 1994 fiscal year.
The Company has no standing nominating committee.
EXECUTIVE COMPENSATION
General
In order to generally improve stockholders' understanding of all forms
of compensation paid to senior executives, the criteria used to reach such
compensation decisions, and any relationship between executive compensation and
corporate performance, the Securities and Exchange Commission (the "SEC")
adopted rules regarding the form and substance of the textural and tabular
disclosure of executive compensation by publicly-held corporations to their
stockholders.
The Company's Chief Executive Officer regularly reviews and makes
final subjective determinations (in certain instances in consultation with the
Chief Operating Officer) with respect to compensation of the Company's
Executive Officers and other employees. The Board of Directors appointed its
Chief Executive Officer and two (2) of its independent, non-employee members to
serve on the Audit/Compensation Committee and empowered the committee to:
- Recommend the appointment or removal of the Company's
independent auditors, review the scope and results of the
independent audit of the Company, review audit fees and review
changes in accounting policies that have a significant effect
on the Company's financial reports.
- Approve compensation levels and increases of each Executive
Officer and of other employees of the Company whose annual
base salary is in excess of $100,000.
- Approve all incentive payments to Executive Officers and any
incentive payments in excess of $25,000, paid in cash or
property, in any calendar year to any other employee.
- Undertake administration of employee benefit plans.
Neither the full Board of Directors nor the Audit/Compensation
Committee generally reviews or ratifies the Chief Executive Officer's decisions
relating to executive compensation. However, decisions are made by the Board
of Directors in the event that such decisions require the adoption of documents
relating to employee benefit plans or programs or the delegation to the
Audit/Compensation Committee of administrative responsibilities with respect to
such plans or programs. In addition, the Audit/Compensation Committee makes
decisions with respect to compensation levels and increases for employees whose
base salary is in excess of $100,000 and incentive compensation in excess of
$25,000. Decisions about grants or awards under the Company's stock-based
employee benefit plans are made solely by the Audit/Compensation Committee
where Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires that such grants or awards be made by a
"disinterested" committee.
The SEC's rules addressing disclosure of executive compensation in
proxy statements generally require the Company to include in this Proxy
Statement a report from the Audit/Compensation Committee addressing, with
respect to the most recently completed fiscal year, (a) the Company's policies
regarding executive compensation generally,
6
<PAGE> 9
(b) the factors and criteria considered in setting the compensation of the
Company's Chief Executive Officer, Robert P. Ingle, and (c) any relationship
between such compensation and the Company's performance.
Accordingly, set forth below, for inclusion in this Proxy Statement,
is the report submitted by Messrs. Robert P. Ingle, John O. Pollard and J.
Alton Wingate in their capacity as the Company's Audit/Compensation Committee.
Audit/Compensation Committee Report on Executive Compensation
Executive Compensation Policies
During the 1994 fiscal year, the Audit/Compensation Committee of the
Board of Directors did not participate in any policy making decisions with
respect to the establishment of the compensation of the Company's Executive
Officers. However, the Audit/Compensation Committee is required to approve the
fixing of any salary in excess of $100,000 and any incentive compensation in
excess of $25,000. All other compensation decisions regarding the Company's
Executive Officers that were made during the 1994 fiscal year were made
primarily by Mr. Ingle (in certain instances in consultation with Mr. Laney).
Salaries and Cash Incentive Bonus Awards
Effective December 6, 1992, the salary paid to Mr. Ingle was fixed at
$170,000 per year. Mr. Ingles' salary was fixed in accordance with a
three-year employment agreement with the Company dated as of December 6, 1992.
The employment agreement included a bonus provision and certain other benefits.
Effective September 26, 1993, Mr. Ingle's employment agreement was amended,
extending the term for two (2) additional years, amending the bonus provision
effective with fiscal 1994, and increasing his base salary to $200,000 per year
effective with fiscal 1995. No bonus was earned by Mr. Ingle in fiscal 1994
under the terms of the employment agreement, as amended.
Mr. Laney's salary is fixed pursuant to an oral agreement with the
Company. Effective December 6, 1992, the salary paid to Mr. Laney was fixed at
$300,000 per year. Effective July 27, 1994, the salary paid to Mr. Laney was
increased to $350,000 per year. Mr. Laney entered into an agreement with the
Company on December 23, 1994, pursuant to which the Company agreed to pay Mr.
Laney a bonus that will accrue in the amount of $300,000 per year during fiscal
years 1995 through 1999 up to a maximum aggregate bonus of $1,500,000. Mr.
Laney will receive the full amount of the bonus if he continues to be employed
by the Company through September 25, 1999, and prior to that date only if his
employment is terminated by the Company with or without cause, or if, in the
event of the sale of the Company or a change in control of the Company, Mr.
Laney should determine in his sole discretion to terminate his employment by
the Company. Mr. Laney would be entitled to a pro-rata portion of the full
amount of the bonus in the event of his death or disability (as defined in the
agreement) prior to September 25, 1999. Mr. Laney would be entitled to none of
the bonus if he terminates his employment by the Company other than as
described in the previous two sentences. The bonus will be payable in two
installments of 50% each. If Mr. Laney continues to be an employee of the
Company through September 25, 1999, the first installment will be paid on
September 25, 1999, and the second installment on January 3, 2000. Otherwise,
the first installment will be paid no later than thirty (30) days after the
event giving rise to the early payment of the bonus, and the second installment
will be paid on the first business day that is in a different fiscal and
calendar year than the payment date of the first installment.
The salary levels fixed for Messrs. Ingle and Laney were first set
forth in employment agreements with the Company, which were entered into in
1987 in connection with the Company's initial public offering. Messrs. Ingle
and Laney entered into such employment contracts with the Company in 1987 to
insure continuity of management during the three fiscal years after the initial
public offering. While both of these agreements expired at the end of 1990
fiscal year, Messrs. Ingle's and Laney's salaries for fiscal year 1992 and the
first two months of fiscal 1993 were maintained at the levels set forth in the
agreements. However, as a result of a decline in the financial performance of
the Company during fiscal 1992, effective December 6, 1992, Messrs. Ingle and
Laney each agreed to reductions in their annual salaries to $170,000 and to
$300,000, respectively.
7
<PAGE> 10
In addition, Mr. Ashley's salary was fixed at $150,000 per year
pursuant to an oral agreement between Mr. Ashley and the Company prior to his
accepting employment with the Company.
Of the five (5) Executive Officers of the Company named in the Summary
Compensation Table on page 10, only three (3) of the executive officers
received compensation in an amount that was based on corporate performance.
In the instances where the decision has been made to link compensation of
Executive Officers to operating performance, the link has been achieved by
fixing salaries and basing bonuses paid on performance. Accordingly, while Mr.
Gardner's salary is fixed at $60,000 per year, his annual bonus is tied to the
pre-tax income (before bonus) of Milkco, Inc. In addition, bonuses for Messrs.
Ashley and Ferguson are linked to the operating performance of the Company.
Stock Option Plans
Stock Option Agreements with Executive Officers. As of July 21, 1993,
the Company entered into nonqualified stock option agreements with each of
Messrs. Ingle and Laney under which an aggregate of 100,000 shares of the
Company's Class A Common Stock may be issued to each of them. Each individual
option may be exercised from time to time until July 20, 1998 at an option
price of $6.00 per share. The option may also be exercised at any time upon
the death of the optionee prior to July 20, 1998.
1991 Nonqualified Stock Option Plan. In August 1991, the Company
adopted a nonqualified stock option plan (the "1991 Plan"), which provides for
the grant of nonqualified options for the purchase of an aggregate of up to
1,000,000 shares of Class A Common Stock to be issued to key employees. Such
employees must be salaried employees who are officers or employed in an
executive, administrative or professional capacity by the Company. Options
will be awarded to such employees and in such amounts as determined by the
Audit/Compensation Committee. The Audit/Compensation Committee may establish
the purchase price of the stock at the time the option is granted, but such
price may not be less than 100% of the fair market value of the Class A Common
Stock on the date of the grant.
The options may be exercised within a period of three months after a
period of five years from the date of issuance of the option or upon the death,
disability or retirement of the employee holding the option.
During the 1994 fiscal year, options to purchase 100,000 shares at
$11.50 per share were granted under the 1991 Plan to one (1) Executive Officer
and 100,000 shares at $10.375 per share were granted under the 1991 Plan to one
(1) key employee. During fiscal 1994, one (1) option to purchase 100,000
shares was cancelled. As of September 24, 1994, no options had been exercised,
no options were exercisable, options to purchase 996,000 shares were
outstanding and options to purchase 4,000 shares were available for future
grants under the 1991 Plan.
1987 Employee Incentive Stock Option Plan. In 1987, the Company
adopted an incentive stock option plan (the "ISO Plan"), which provides for the
grant of incentive stock options for the purchase of an aggregate of up to
250,000 shares of Class A Common Stock to be issued to key employees. Such
employees must be salaried employees who are officers or employed in an
executive, administrative or professional capacity by the Company and must
possess less than 10% of the total combined voting power of all classes of
stock of the Company immediately after the option is granted. Options will be
awarded to such employees and in such amounts as determined by the
Audit/Compensation Committee. The Audit/Compensation Committee may establish
the purchase price of the stock at the time the option is granted, but such
price may not be less than 100% of the fair market value of the Class A Common
Stock on the date of the grant.
The options may be exercised within a period of three months after a
period of five years from the date of issuance of the option or upon the death,
disability or retirement of the employee holding the option.
During the 1994 fiscal year, 27,000 options were granted under the ISO
Plan and options for 35,500 shares of Class A Common Stock were cancelled. As
of September 24, 1994, no options had been exercised, options to purchase
155,000 shares were outstanding and options to purchase 95,000 shares were
available for future grants under the
8
<PAGE> 11
ISO Plan. As of September 24, 1994, 28,500 option shares are exercisable.
Since the inception of the ISO Plan through September 24, 1994, options to
purchase 160,500 shares have been cancelled.
1983 Nonqualified Stock Option Plan. All options that were granted
under the Company's 1983 Nonqualified Stock Option Plan (the "1983 Plan") have
either been exercised, expired or have been cancelled.
No options under the 1983 Plan were granted to any Executive Officer
or other employees during the 1994 fiscal year and no further options may be
granted under the 1983 Plan.
During the 1994 fiscal year, no options were cancelled. During the
1994 fiscal year, no options were exercised by any Executive Officers of the
Company.
Deferred Compensation Plans
Employee Investment/Profit Sharing Plan. The Company maintains the
Ingles Markets, Incorporated Investment/Profit Sharing Plan (the "Profit
Sharing Plan") for the purpose of providing retirement benefits to eligible
employees. The assets of the Plan, including the Company's Common Stock, are
held in trust to be distributed at the time of retirement, disability, death or
other termination of employment. Company contributions are discretionary and
are determined annually by the Board of Directors.
Effective February 2, 1994, a 401(k) feature was added to the Profit
Sharing Plan and it was renamed the Ingles Markets, Incorporated
Investment/Profit Sharing Plan. Employees participating in the Profit Sharing
Plan may now contribute between one percent (1%) and ten percent (10%) (in
increments of one percent (1%)) of their compensation by way of salary
reductions not to exceed a maximum amount that varies annually (the indexed
amount is $9,240 in 1994 and in 1995) in accordance with the Internal Revenue
Code of 1986, as amended (the "Code"). The Profit Sharing Plan also continues
to permit, but not require, discretionary employer profit sharing
contributions. The Company also makes available to Profit Sharing Plan
participants the ability to direct the investment of the participants'
contributions in various investment funds.
Company contributions for fiscal 1994 were allocated only to employees
participating in the 401(k) portion of the Profit Sharing Plan. The Company's
contribution to the Profit Sharing Plan during the fiscal year ended September
24, 1994 for all employees was $452,195. The Company's contributions to each
of the Executive Officers named in the Summary Compensation Table on page 10
are reflected in the last column of that table. As of September 24, 1994, all
of the Company's Executive Officers who are named on the Summary Compensation
Table on page 10 and who had account balances under the Profit Sharing Plan
were 100% vested in their accounts except for Joseph G. Ashley who was 20%
vested. Participants' interests in contributions allocated to their accounts
vest over seven (7) years.
Prior to September 28, 1986, the Profit Sharing Plan was known as the
Employee Stock Bonus Plan and Trust (the "Stock Bonus Plan"), the assets of
which consisted principally of shares of Common Stock of the Company.
Effective September 28, 1986, the Stock Bonus Plan was restated and amended to
become a profit sharing plan.
Life Insurance. The Company maintains, at the Company's expense, life
insurance policies on the life of each full time employee of the Company for
the benefit of such employee in amounts up to $150,000 based on the W-2
compensation of each employee. The premiums paid by the Company for the
Executive Officers named in the Summary Compensation Table on page 10 are
reflected in the last column of that table.
SUBMITTED BY THE AUDIT/COMPENSATION COMMITTEE
OF THE COMPANY'S BOARD OF DIRECTORS:
Robert P. Ingle John O. Pollard J. Alton Wingate
9
<PAGE> 12
Executive Compensation Summary
The table below summarizes the compensation paid by the Company to (a)
the Company's Chief Executive Officer and (b) to the Company's four most
highly compensated Executive Officers (other than the CEO) whose total annual
salary and bonus for the 1994 fiscal year equaled or exceeded $100,000 and who
were serving as Executive Officers at the end of the 1994 fiscal year. The
table reflects all compensation received by each such officer for services
rendered in all capacities to the Company and its subsidiaries that was paid
during the Company's 1994, 1993 and 1992 fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS
--------------------------------------------------- ALL
SECURITIES OTHER
FISCAL SALARY BONUS UNDERLYING OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert P. Ingle 1994 $170,000 -- -- $1,465 (1)
Chairman and Chief
Executive Officer 1993 177,747 (2) -- 100,000 (3) 2,975
1992 200,000 -- -- 3,383
Landy B. Laney 1994 307,692 (2) -- -- 2,805 (4)
President and Chief
Operating Officer 1993 313,049 (2) -- 100,000 (3) 3,741
1992 350,000 -- -- 3,715
Ralph H. Gardner 1994 60,000 $131,920 -- 1,075 (5)
President of Milkco, Inc.
1993 60,000 106,537 -- 2,860
1992 60,000 134,541 -- 3,354
Joseph G. Ashley 1994 150,000 1,450 -- 252 (6)
Vice President-Meats
1993 151,236 (2) 1,152 -- 2,577
1992 150,000 -- 100,000 (7) 252
Jack R. Ferguson 1994 100,000 30,980 -- 1,592 (8)
Vice President- Finance
and Chief Financial Officer 1993 100,824 (2) 20,783 -- 2,064
1992 100,000 21,475 100,000 (7) 2,105
</TABLE>
_____________
(1) Comprised of $1,213 contributions by the Company to the Profit Sharing
Plan and $252 in insurance premiums paid by the Company with respect
to term life insurance for Mr. Ingle's benefit.
10
<PAGE> 13
(2) The Company changed its pay week in fiscal 1993 from Sunday through
Saturday to Wednesday through Tuesday which resulted in an increase in
salaries as compared to the salaries disclosed in the
Audit/Compensation Committee Report on Executive Compensation
beginning on page 6. In addition, the salaries paid to Messrs. Ingle
and Laney were reduced after the beginning of the 1993 fiscal year and
the salary paid to Mr. Laney was increased after the beginning of the
1994 fiscal year. (See "Salaries and Cash Incentive Bonus Awards" on
page 7).
(3) An option to purchase 100,000 shares of Class A Common Stock granted
pursuant to a stock option agreement with the Executive Officer.
(4) Comprised of $2,553 of contributions by the Company to the Profit
Sharing Plan and $252 in insurance premiums paid by the Company with
respect to term life insurance for Mr. Laney's benefit.
(5) Comprised of $823 of contributions by the Company to the Profit
Sharing Plan and $252 in insurance premiums paid by the Company with
respect to term life insurance for Mr. Gardner's benefit.
(6) Comprised of $252 in insurance premiums paid by the Company with
respect to term life insurance for Mr. Ashley's benefit.
(7) An option to purchase 100,000 shares of Class A Common Stock granted
pursuant to the Company's 1991 Nonqualified Stock Option Plan.
(8) Comprised of $1,372 of contributions by the Company to the Profit
Sharing Plan and $220 in insurance premiums paid by the Company with
respect to term life insurance for Mr. Ferguson's benefit.
____________
Stock Option Plans
With respect to each of the Executive Officers named in the Summary
Compensation Table on page 10, no individual grants of stock options or stock
appreciation rights were made by the Company or its subsidiaries during the
1994 fiscal year.
The following table sets forth with respect to each of the Executive
Officers named in the Summary Compensation Table on page 10 (a) the number of
shares received upon the exercise of any option during the 1994 fiscal year,
(b) the aggregate dollar value realized upon the exercise of any option, (c)
the total number of shares of Class A Common Stock and any other securities
underlying all outstanding, unexercised options held at the end of the 1994
fiscal year, separately identifying the exercisable and unexercisable options,
and (d) the aggregate dollar value (determined by calculating the difference
between the fair market value of the shares of Class A Common Stock underlying
the option and the aggregate exercise price of the option at fiscal year end)
of all such unexercised options that are in-the-money (i.e., when the fair
market value of the underlying Class A Common Stock exceeds the exercise price
of the option), separately identifying the exercisable and unexercisable
options:
11
<PAGE> 14
AGGREGATED OPTION EXERCISES IN THE
1994 FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT
YEAR-END FISCAL YEAR-END
SHARES
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) ($)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert P. Ingle -- -- 100,000/0 (1) $537,500/$0 (2)
Chairman and Chief Executive Officer
Landy B. Laney -- -- 100,000/0 (1) $537,500/$0 (2)
President and Chief Operating Officer
Ralph H. Gardner -- -- -- --
President of Milkco, Inc.
Joseph G. Ashley -- -- 0/100,000 (3) $0/$450,000 (4)
Vice President- Meats
Jack R. Ferguson -- -- 0/100,000 (3) $0/$450,000 (4)
Vice President-Finance and Chief
Financial Officer
</TABLE>
_______________
(1) Represents an option to purchase 100,000 shares of Class A Common Stock
granted to the Executive Officer pursuant to a stock option agreement. This
option is exercisable during the 48-month period which began on July 21, 1994.
(2) The fair market value of the Company's Class A Common Stock on September
24, 1994 was $11.375 per share. The exercise price of the option is $6.00 per
share.
(3) Represents an option to purchase 100,000 shares of Class A Common Stock
granted to the Executive Officer pursuant to the Company's 1991 Nonqualified
Stock Option Plan. All of these options are unexercisable and will only be
exercisable during the three-month period beginning on November 20, 1996, or
upon the earlier death, disability or retirement of the Executive Officer.
(4) The fair market value of the Company's Class A Common Stock on September
24, 1994 was $11.375 per share. The exercise price of the option is $6.875 per
share.
12
<PAGE> 15
Compensation of Non-Management Directors
Directors who are not officers of the Company receive a fee of $500
for attending meetings of the Board of Directors.
Additional Information with Respect to Compensation Committee Interlocks and
Insider Participation in Compensation Decisions
All compensation decisions made during fiscal year 1994 that were not
made exclusively by the Audit/Compensation Committee were made by Mr. Ingle (in
certain instances in consultation with Mr. Laney).
The only member of the Audit/Compensation Committee who was an officer
or employee of the Company and its subsidiaries during the 1994 fiscal year was
Mr. Ingle. The other members of the Audit/Compensation Committee, Messrs.
Pollard and Wingate, were not, during the 1994 fiscal year or any prior fiscal
year, officers or employees of the Company or its subsidiaries.
While Messrs. Pollard and Wingate do not have any employment
relationship with the Company, they do have certain other relationships with
the Company. In particular, Mr. Pollard is a partner in the Charlotte, North
Carolina, law firm of Blakeney & Alexander which, from time to time, handles
labor matters for the Company. During calendar year 1994, Blakeney & Alexander
accrued approximately $80,000 in fees for such services. Mr. Wingate is
President of Financial Supermarkets, Inc. which along with Community Bank &
Trust are subsidiaries of Community Bankshares, Inc. Financial Supermarkets,
Inc. represents the Company and other supermarkets in connection with the
placement of banks within supermarkets. During fiscal year 1994, the Company
paid Community Bank & Trust $69,559 in fees for such services by Financial
Supermarkets, Inc.
The Company believes that the transactions described above have been
and, where applicable, continue to be on terms no less favorable to the Company
than those available from unaffiliated third parties in arms-length
transactions. See also "Certain Relationships and Related Party Transactions"
on page 15.
Performance Graph
Set forth on page 14 is a line-graph presentation comparing on an
indexed basis for the five-year period (the "MEASUREMENT PERIOD") beginning at
the market close on the last trading day before the beginning of the Company's
fifth preceding fiscal year (i.e. fiscal 1989) through and including the end of
the Company's last completed fiscal year (i.e. September 24, 1994):
(a) the yearly percentage change in the Company's cumulative
stockholder return on the Company's Class A Common Stock, which was measured by
dividing (i) the sum of (A) the cumulative amount of dividends during the
five-year period (assuming monthly dividend reinvestment on the ex-dividend
date at the dividend yield rate using stock price at month end) and (B) the
difference between the share price of the Company's Class A Common Stock at
September 24, 1994 and at the beginning of the Measurement Period, by (ii) the
share price at the beginning of the measurement period,
(b) the cumulative total return (assuming monthly dividend
reinvestment on the ex-dividend date at the dividend yield rate using stock
price at month end) of the S&P 500 Stock Index, and
13
<PAGE> 16
(c) the cumulative total return (assuming monthly dividend
reinvestment on the ex-dividend date at the dividend yield rate using stock
price at month end) of the Peer Group (comprised of the Standard & Poor's 500
Retail (Food Chains) Sub Index and deleting from that index the two companies
(Albertson's Inc. and Winn-Dixie Stores, Inc.) that did not have similar market
capitalizations). The common stock of the following companies (which have been
market weighted annually within the group to produce returns for the group) are
included in the Peer Group: American Stores Co.; Brunos, Inc.; Giant Food,
Inc.; Great Atlantic & Pacific Tea Co.; and Kroger Company.
INGLES MARKETS, INCORPORATED
COMPARATIVE RETURN TO STOCKHOLDERS
(GRAPH)
<TABLE>
<CAPTION>
Last Day of Fiscal Year
-----------------------------------------------------------
Value of Initial $100 Investment* 1989* 1990 1991 1992 1993 1994
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ingles Markets, Incorporated $100 $87.76 $ 73.79 $ 69.59 $ 97.79 $139.73
S&P 500 Stock Index $100 $90.76 $119.04 $132.20 $149.39 $154.89
Peer Group $100 $82.08 $ 91.65 $ 83.19 $ 96.59 $110.66
</TABLE>
<TABLE>
<CAPTION>
Last Day of Fiscal Year
-----------------------------------------------------------
Return 1989* 1990 1991 1992 1993 1994
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ingles Markets, Incorporated NA (12.24)% (15.92)% (5.69)% 40.52% 42.89%
S&P 500 Stock Index NA (9.24)% 31.17% 11.05% 13.00% 3.69%
Peer Group NA (17.92)% 11.65% (9.23)% 16.11% 14.57%
</TABLE>
____________
* Assumes $100 invested in the Class A Common Stock of Ingles Markets,
Incorporated on September 29, 1989, the last trading day of fiscal 1989.
14
<PAGE> 17
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
From time to time the Company has made cash advances to Mr. Ingle, and
Mr. Ingle has made cash advances to the Company. Such advances, both to and
from Mr. Ingle, have been payable on demand and have been unsecured. The rate
of interest on such advances was eight percent (8%). During the 1994 fiscal
year, Mr. Ingle advanced the Company $79,936 in the aggregate under this
arrangement and the Company advanced Mr. Ingle $79,966 in the aggregate. The
highest aggregate amount of advances outstanding as of the end of any month
during the 1994 fiscal year from the Company to Mr. Ingle was $10,133 and the
highest aggregate amount of advances outstanding as of the end of any month
during the 1994 fiscal year from Mr. Ingle to the Company was $1,665. As of
September 24, 1994, Mr. Ingle owed the Company $170 under this arrangement.
Anthony S. Federico, a Director of the Company since May 1991 and an
officer of the Company since October 1992, was president and 100% owner of
Ultimate Food Sales, Inc. ("Ultimate"), the exclusive business of which was to
serve as a food broker on sales of private label merchandise to the Company.
The relationship between the Company and Ultimate commenced prior to Mr.
Federico's election as a Director. The Company did not incur any direct
expense for Ultimate's service since Ultimate was paid by the sellers of the
merchandise to the Company. Based on information provided by Ultimate,
Ultimate received gross revenues of approximately $758,000 during fiscal 1992
as a result of sales of private label merchandise to the Company. On October
31, 1992, Mr. Federico sold Ultimate to another food broker.
See also "Executive Compensation -- Additional Information with Respect
to Compensation Committee Interlocks and Insider Participation in Compensation
Decisions" on page 13.
The Company believes that the transactions described above have been
and, where applicable, continue to be on terms no less favorable to the Company
than those available from unaffiliated third parties in arms-length
transactions. Other than the transactions described above, the Company does
not intend to enter into any transactions with its officers or directors or any
of their affiliates in the future. In any case, any transaction with the
Company's officers, directors, key employees or any of their affiliates in the
future will only be consummated following the approval of a majority of the
directors who have no financial or pecuniary interest in the transaction.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young as the Company's
independent auditors for the 1995 fiscal year. Ernst & Young has served as the
Company's independent auditors since March 1989. Representatives of Ernst &
Young are expected to be present at the Annual Meeting with the opportunity to
make a statement if they desire to do so and to respond to appropriate
questions.
OTHER MATTERS
Stockholders' Proposals for Annual Meeting to be Held in 1996
The Company plans to hold its 1996 Annual Meeting of Stockholders in
late February or early March. Any proposal of a Stockholder intended to be
presented at said Annual Meeting of Stockholders must be received by the
Company for inclusion in the proxy statement and form of proxy for that meeting
no later than September 18, 1995.
Action on Other Matters at the Annual Meeting
At this time, the Company does not know of any other matters to be
presented for action at the Annual Meeting other than those mentioned in the
Notice of Annual Meeting of Stockholders and referred to in this proxy
statement.
15
<PAGE> 18
If any other matter comes before the meeting, it is intended that the proxies
will be voted in respect thereof in accordance with the judgment of the persons
voting the proxies.
Reports of Changes in Beneficial Ownership
The Company is required to identify any Director, Executive Officer, or
beneficial owner of more than 10% of the Company's Class A Common Stock who
failed to file on a timely basis with the SEC any report on Form 3 (relating to
beneficial ownership of Class A Common Stock or Class B Common Stock) or on
Forms 4 or 5 (relating to changes in beneficial ownership of Class A Common
Stock or Class B Common Stock). Except as set forth below, based solely on a
review of material furnished to the Company by such Directors, Executive
Officers and more than 10% beneficial owners who are required to file reports
on Forms 3, 4 and 5 with the SEC, the Company is not aware of any Director,
officer or more than 10% beneficial owner of any class of equity stock of the
Company who has failed to file on a timely basis reports required by Section
16(a) of the Securities Exchange Act of 1934 during the 1994 fiscal year with
respect to the Company's Class A Common Stock or Class B Common Stock. With
respect to fiscal 1994, Leonard E. Tasler, Vice President-Produce, failed to
file one (1) report with respect to one (1) transaction on a timely basis, and
Phillip D. Grasso, Vice President-Deli, failed to file his Initial Statement of
Beneficial Ownership on Form 3 on a timely basis. Both Messrs. Tasler and
Grasso ultimately filed the appropriate reports, but the reports were filed
late.
Form 10-K Availability
Upon written request to Jack R. Ferguson, Vice President - Finance and
Chief Financial Officer, Ingles Markets, Incorporated, P. O. Box 6676,
Asheville, North Carolina 28816, the Company will provide, without charge, to
stockholders receiving this Proxy Statement a copy of the Company's Annual
Report on Form 10-K for the fiscal year ended September 24, 1994 as filed with
the Securities & Exchange Commission (including the financial statements and
related schedules, but not including the exhibits thereto, which will be
provided upon request at the stockholder's expense).
STOCKHOLDERS ARE URGED TO DATE, SIGN AND RETURN PROMPTLY THE ENCLOSED
PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. YOUR COOPERATION WILL BE APPRECIATED. YOUR PROXY WILL BE
VOTED, WITH RESPECT TO THE MATTERS IDENTIFIED THEREON, IN ACCORDANCE WITH ANY
SPECIFICATIONS ON THE PROXY.
By Order of the Board of Directors,
/s/ Robert P. Ingle
-----------------------------------
Robert P. Ingle
Chairman of the Board
16
<PAGE> 19
CLASS A
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 21, 1995
INGLES MARKETS, INCORPORATED
The undersigned hereby appoints Robert P. Ingle and Landy B. Laney, or
either of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all the
shares of Class A Common Stock held of record on January 2, 1995, at the Annual
Meeting of the Stockholders to be held on February 21, 1995, at 1:00 P.M. at the
Grove Park Inn, 290 Macon Avenue, Asheville, North Carolina, or any adjournment
thereof.
1. ELECTION OF DIRECTORS:
<TABLE>
<CAPTION>
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary below). nominees listed below.
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
John O. Pollard, J. Alton Wingate
2. In their discretion, the Proxies are authorized to vote upon such other
business as may come before the meeting or adjournment thereof.
THIS PROXY, DULY EXECUTED, WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
INGLES MARKETS, INCORPORATED
PROXY
The undersigned hereby acknowledge receipt of the Proxy Statement and Notice of
Annual Meeting to be held February 21, 1995.
Dated:_________________________, 1995
_______________________________(SEAL)
_______________________________(SEAL)
(Please sign exactly as your name
appears hereon. If stock is
registered in more than one name,
each holder should sign. When signing
as an attorney, administrator,
executor, guardian or trustee, please
add your title as such. If executed
by a corporation, the proxy should be
signed by a duly authorized officer.)
PLEASE SIGN, DATE AND PROMPTLY RETURN
THIS PROXY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
I PLAN TO ATTEND _____________
<PAGE> 20
CLASS B
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 21, 1995
INGLES MARKETS, INCORPORATED
The undersigned hereby appoints Robert P. Ingle and Landy B. Laney, or
either of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all the
shares of Class B Common Stock held of record on January 2, 1995, at the Annual
Meeting of the Stockholders to be held on February 21, 1995, at 1:00 P.M. at the
Grove Park Inn, 290 Macon Avenue, Asheville, North Carolina, or any adjournment
thereof.
1. ELECTION OF DIRECTORS:
<TABLE>
<CAPTION>
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary below). nominees listed below.
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Anthony S. Federico, Jack R. Ferguson, Vaughn C. Fisher, Ralph H. Gardner,
Robert P. Ingle, Landy B. Laney
2. In their discretion, the Proxies are authorized to vote upon such other
business as may come before the meeting or adjournment thereof.
THIS PROXY, DULY EXECUTED, WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
INGLES MARKETS, INCORPORATED
PROXY
The undersigned hereby acknowledge receipt of the Proxy Statement and Notice of
Annual Meeting to be held February 21, 1995.
Dated:_________________________, 1995
_______________________________(SEAL)
_______________________________(SEAL)
(Please sign exactly as your name
appears hereon. If stock is
registered in more than one name,
each holder should sign. When signing
as an attorney, administrator,
executor, guardian or trustee, please
add your title as such. If executed
by a corporation, the proxy should be
signed by a duly authorized officer.)
PLEASE SIGN, DATE AND PROMPTLY RETURN
THIS PROXY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
I PLAN TO ATTEND ______________
